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United States securities and exchange commission logo
November 3, 2022
Dinggui Yan
Chief Executive Officer
Jiayin Group Inc.
18th Floor, Building No. 1
Youyou Century Plaza
428 South Yanggao Road
Pudong New Area, Shanghai 200122
People's Republic of China
Re: Jiayin Group Inc.
Form 20-F for the
fiscal year ended December 31, 2020
Filed April 30,
2021
Form 20-F for the
fiscal year ended December 31, 2021
Filed April 29,
2022
File No. 001-38806
Dear Dinggui Yan:
We have reviewed your May 3, 2022 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 19, 2022 letter.
Form 20-F for the fiscal year ended December 31, 2021
Item 3. Key Information, page 7
1. We note your disclosure
on page 1 that China or the PRC refers to the People s
Republic of China,
excluding, for the purposes of your annual report only, Hong Kong
and Macau, your primary
reference to China and or the PRC in your risk factors with
regard to operating,
regulatory, legal, and governmental authorities and the flow of capital
contributions/loans and
or dividends/distributions through Geerong (HK) Limited, your
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany 3,
November NameJiayin
2022 Group Inc.
November
Page 2 3, 2022 Page 2
FirstName LastName
wholly-owned subsidiary located in Hong Kong, Jiayin Group, Inc., your
PRC
subsidiaries and the consolidated VIE as reflected in your diagram on
page 11. Please
revise your definition of China or the PRC to include Hong Kong
and Macau and to
clarify that the legal and operational risks associated with
operating in China also apply
to your operations in Hong Kong. The definition may clarify that the
only time that
China or the PRC does not include Hong Kong or Macau is when you
are referencing
specific laws and regulations adopted by the PRC. If it does, please
revise your disclosure
to discuss any commensurate laws or regulations in Hong Kong, if
applicable, and any
risks and consequences to the company associated with those laws and
regulations. As
one example, your enforceability of civil liabilities discussion
should discuss the
enforceability of civil liabilities in Hong Kong. Please provide us
with your proposed
disclosure.
2. We note your response to prior comment 5. Please disclose if you
consulted with counsel
on any individual permission or approval that you or your
subsidiaries, and the VIE and
its subsidiaries are required to obtain from the China Securities
Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency
that is required to approve the VIE s operations and your other
subsidiaries' operations
and if so, please identify counsel in your disclosure. Please provide
us with your
proposed disclosure.
3. Also in your response to prior comment 5 and added disclosure on page
20, we note that
you indicate that you do not believe that you are not required to
obtain any approval from
the CAC or other PRC government authorities under PRC law in
connection with a future
offering of your securities to foreign investors. Based on your more
detailed disclosures
that follow on page 21 and risk factor disclosure on page 54, it
appears that this statement
may be in error. Please confirm for us that you intended to disclose
that you do not
believe that you are required to obtain such approvals. If so,
represent to us that you will
correct in future filings. If not, reconcile your belief with those
disclosures on page
21 and provide us revised disclosure that describes the approvals you
must receive.
Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital Resource, page 114
4. We acknowledge your response to prior comment 1. Although you indicate
that
you changed all references to "our consolidated VIE" to "the
consolidated VIE" in your
2021 Form 20-F, we note that you continue to refer to "our
consolidated variable interest
entities" in the second and third paragraphs of this disclosure on
page 114. Please
represent to us that in future filings you will modify this disclosure
consistent with your
prior response.
You may contact Michelle Miller at 1-202-551-3368 or Mark Brunhofer at
1-202-551-
3638 with any questions.
Dinggui Yan
Jiayin Group Inc.
November 3, 2022
Page 3
FirstName LastNameDinggui Yan Sincerely,
Comapany NameJiayin Group Inc.
Division of Corporation Finance
November 3, 2022 Page 3 Office of Finance
FirstName LastName